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Item
1.01
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Entry
into a Material Definitive Agreement.
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2015
and 2016 Amendment Agreements and Waivers
Effective as of March 28,
2019, Ener-Core, Inc. (the “Company”) and certain investors holding convertible senior secured notes issued in April
and May 2015 (the “2015 Notes”) and December 2016 (the “2016 Notes”) executed amendment agreements and
waivers (the “2015 Amendment Agreements” and “2016 Amendment Agreements”, respectively, and together, the
“Amendment Agreements”). The Amendment Agreements (i) extend the maturity date of the 2015 Notes and 2016 Notes to
April 30, 2019; (ii) extend the deadline set forth in the securities purchase agreements pursuant to which the Company issued the
2015 Notes and 2016 Notes, respectively, for the Company to commence trading of its common stock on a national securities exchange
to April 30, 2019 (the “Listing Requirement); (v) amend the optional redemption provisions set forth in the 2015 Notes
and 2016 Notes, respectively, to provide that at any time from and after May 1, 2019 and provided that the Company has not received
either (x) initial deposits for at least eight 2 megawatt (MW) Power Oxidizer units or (y) firm purchase orders totaling not less
than $3,500,000 and initial payment collections of at least $1,600,000 by April 30, 2019 (inclusive), a holder has the right to
require that the Company redeem all or any portion of his, her or its 2015 Note or 2016 Note, respectively (the “Redemption
Requirement”); and (vi) amend the definition of “Eligible Market” in each of the 2015 Notes and 2016 Notes to
correspond to the extension of the Company’s deadline to commence trading of its common stock on a national securities exchange
to April 30, 2019.
Notwithstanding
the foregoing, effective upon the issuance by the Company of Additional Notes for aggregate gross proceeds of at least $2,000,000,
the Amendment Agreements will (i) remove the Listing Requirement; (ii) remove the Redemption Requirement and the associated definitions;
(iii) remove the Listing Requirement deadline set forth in the definition of “Eligible Market” in each of the 2015
Notes and 2016 Notes; and (iii) extend the maturity date of the 2015 Notes and 2016 Notes to December 31, 2020.
The
Amendment Agreements are binding upon the holders all of the 2015 Notes and 2016 Notes and the parties to the related securities
purchase agreements pursuant to the terms thereof.
Bridge
Notes Amendment Agreements and Waiver
Effective as of March
28, 2019, the Company and certain investors that holds convertible senior secured notes issued in September 2017, November 2017,
December 2017, January 2018, and March 2018 (the “Bridge Notes”) executed amendment agreements and waivers (the “Bridge
Notes Amendment Agreement”), which (i) extend the maturity date of the Bridge Notes to April 30, 2019 and, upon the issuance
by the Company of Additional Notes for aggregate gross proceeds of $2,000,000, further extend the maturity date of the Bridge
Notes to December 31, 2020; and (ii) amends the Redemption Requirement set forth in the Bridge Notes to correspond to the amendments
set forth in the Amendment Agreements, including the removal of the Redemption Requirement upon the issuance by the Company of
Additional Notes for aggregate gross proceeds of at least $2,000,000. The Bridge Notes Amendment Agreement is binding upon the
holders all of the Bridge Notes pursuant to the terms thereof.
Convertible
Notes Amendment Agreements and Waivers
Effective
as of March 28, 2019, the Company and certain investors that hold convertible senior secured notes issued in June 2018 (the “June
2018 Notes”) executed amendment agreements and waivers (the “June 2018 Notes Amendment Agreement”), which (i)
extend the maturity date of the June 2018 Notes to April 30, 2019 and, upon the issuance by the Company of Additional Notes for
aggregate gross proceeds of $2,000,000, further extend the maturity date of the June 2018 Notes to December 31, 2020; and (ii)
amends the Redemption Requirement set forth in the June 2018 Notes to correspond to the amendments set forth in the Amendment
Agreements, including the removal of the Redemption Requirement upon the issuance by the Company of Additional Notes for aggregate
gross proceeds of at least $2,000,000. The June 2018 Notes Amendment Agreement is binding upon the holders all of the June 2018
Notes pursuant to the terms thereof.
The
forms of 2015 Amendment Agreement, 2016 Amendment Agreement, Bridge Notes Amendment Agreement and June 2018 Notes Amendment Agreement
are attached as Exhibits 4.1, 4.2, 4.3 and 4.4, respectively, to this Current Report on Form 8-K and are also incorporated herein
by reference. The foregoing descriptions of these agreements and instruments do not purport to be complete and are qualified in
their entirety by reference to such exhibits.